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Share Issuance and Disposal297AALPICO HOLDINGS CO.,LTD.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 286,904 treasury shares as restricted stock compensation to a total of 39 directors and executive officers of the Company and its subsidiaries. The payment date is 19 August 2026, and the disposal price is ¥218 per share.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much286,904Shares

286,904 common shares (treasury shares)

5 directors of the Company (excluding outside directors)77,887 shares
2 executive officers of the Company8,622 shares
22 directors of the Company’s subsidiaries166,551 shares
10 executive officers of the Company’s subsidiaries33,844 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥218 per share
Total issue value

¥62,545,072

Amount of funds to be raised
Total payment amount: ¥62,545,072; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥62,545,072 (¥18,858,962 for the Company’s directors and executive officers, and ¥43,686,110 for the directors and executive officers of the relevant subsidiaries)
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 19 August 2026 until the later of the date on which the recipient resigns or retires as a director of the Company or the relevant subsidiary, or from any other position designated by the Company’s Board of Directors, and the date on which the annual securities report or other applicable filing for the fiscal year containing the payment date is submitted.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director, audit & supervisory board member, executive officer, or employee of the Company or a relevant subsidiary throughout the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient resigns or retires for a legitimate reason or due to death, the restrictions will be partially lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient resigns or retires during the service provision period from all positions as director, audit & supervisory board member, executive officer, or employee of the Company or a relevant subsidiary without a legitimate reason. If any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted. If any shares remain subject to transfer restrictions after the restrictions are lifted due to a reorganization or other similar event.
Categories and Number of Persons Covered
5 directors of the Company (excluding outside directors) — 77,887 shares; 2 executive officers of the Company — 8,622 shares; 22 directors of the Company’s subsidiaries — 166,551 shares; 10 executive officers of the Company’s subsidiaries — 33,844 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
19 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 22 July 2026, the business day immediately preceding the date of the resolution on this allotment, was ¥218. The discount and premium rates were equivalent to 0% (the price was equal to the closing price).
Procedures under the Corporate Code of Conduct
At the 18th Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the restricted stock compensation plan and a compensation limit for the Company’s directors of no more than 280,000 shares per year and ¥70 million per year.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of286,904 common shares (treasury shares)
Issue price and disposal price¥218 per share
Total issue value¥62,545,072
Amount of funds to be raisedTotal payment amount: ¥62,545,072; estimated net proceeds: Not disclosed
Payment date19 August 2026
Intended allotteeName 5 directors of the Company (excluding outside directors) / Number of Shares 77,887 shares, Name 2 executive officers of the Company / Number of Shares 8,622 shares, Name 22 directors of the Company’s subsidiaries / Number of Shares 166,551 shares, Name 10 executive officers of the Company’s subsidiaries / Number of Shares 33,844 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 22 July 2026, the business day immediately preceding the date of the resolution on this allotment, was ¥218. The discount and premium rates were equivalent to 0% (the price was equal to the closing price).
Transfer restriction periodFrom 19 August 2026 until the later of the date on which the recipient resigns or retires as a director of the Company or the relevant subsidiary, or from any other position designated by the Company’s Board of Directors, and the date on which the annual securities report or other applicable filing for the fiscal year containing the payment date is submitted.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the positions of director, audit & supervisory board member, executive officer, or employee of the Company or a relevant subsidiary throughout the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient resigns or retires for a legitimate reason or due to death, the restrictions will be partially lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient resigns or retires during the service provision period from all positions as director, audit & supervisory board member, executive officer, or employee of the Company or a relevant subsidiary without a legitimate reason. If any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted. If any shares remain subject to transfer restrictions after the restrictions are lifted due to a reorganization or other similar event.
Categories and Number of Persons Covered5 directors of the Company (excluding outside directors) — 77,887 shares; 2 executive officers of the Company — 8,622 shares; 22 directors of the Company’s subsidiaries — 166,551 shares; 10 executive officers of the Company’s subsidiaries — 33,844 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥62,545,072 (¥18,858,962 for the Company’s directors and executive officers, and ¥43,686,110 for the directors and executive officers of the relevant subsidiaries)
Procedures under the Corporate Code of ConductAt the 18th Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the restricted stock compensation plan and a compensation limit for the Company’s directors of no more than 280,000 shares per year and ¥70 million per year.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To increase the recipients’ awareness of their participation in management through ownership of the Company’s shares, promote the sustainable enhancement of corporate value, and foster long-term value sharing with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | ALPICO HOLDINGS CO.,LTD. (297A) timely disclosure | Komori